<SEQUENCE>3

<FILENAME>ex10.txt

<DESCRIPTION>SALE AND PURCHASE AGREEMENT

<TEXT>

                                                              EXECUTION VERSION





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                                DATED 3 May 2002











                                     Between











                               SHELL CAPITAL INC.





                                 (the "Seller")







                                       and











                     CENTRAL ASIAN INDUSTRIAL HOLDINGS N.V.





                                  (the "Buyer")













                   ------------------------------------------





                           SALE AND PURCHASE AGREEMENT





                               relating to debt in

                            Chaparral Resources, Inc.





                   ------------------------------------------























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                                  White & Case

                                  7-11 Moorgate

                                 London EC3R 6HH



                              Tel No. 020 7600 7300

                              Fax No. 020 7600 7030



<PAGE>





     THIS SALE AND PURCHASE AGREEMENT is dated 3 May 2002 between:



(1)  SHELL CAPITAL INC., (the "Seller"); and



(2)  CENTRAL ASIAN INDUSTRIAL HOLDINGS N.V., (the "Buyer").





WHEREAS the Seller wishes to sell the Transferred Assets and the Buyer wishes to

buy the Transferred Assets and assume the Transferred Obligations.





IT IS AGREED:



1.   INTERPRETATION



1.1  Definitions



     Terms defined in the Loan  Agreement  (as defined  below) and not otherwise

     defined in this  Agreement  shall have the same  meanings when used in this

     Agreement and the following expressions shall have the following meanings:



     "Accrued  Interest"  means the  aggregate  amount of  outstanding  interest

     accrued and payable in respect of the Loans;



     "Agent's Expenses" means any costs,  liabilities,  losses,  claims, damages

     and expenses  incurred by the Facility  Agent for which the Facility  Agent

     has recourse under the Finance  Documents to the Seller and/or the Buyer to

     the extent such recourse is attributable  to the Transferred  Assets and/or

     Transferred Obligations;



     "Borrower" means Chaparral Resources, Inc.;



     "Business Day" means a day (other than a Saturday or Sunday) on which banks

     in London and New York are open for a full range of banking business;



     "CAP(G)" means Central Asian Petroleum (Guernsey) Limited;



     "CAP(G) Preference Share" means the "B" preference share with nominal value

     of $1 in the capital of Central Asian Petroleum (Guernsey) Limited;



     "Completion" shall have the meaning given to such item in Clause 3.1;



     "Completion  Date" means (i) 7 May 2002, or (ii) if either party so elects,

     10 May 2002 or (iii) such other date as the parties  may agree,  but in any

     event no later  than 31 May 2002,  and in any case,  provided  that on such

     date each of the conditions set out in Clause 2.4 have been satisfied;



     "Consideration" means the amount payable for the Transferred Assets set out

     in the Pricing Letter;



     "Disclosure  Letter"  means the letter  dated 3 May 2002 from the Seller to

     the Buyer;



     "Distribution(s)"  means any  payment(s)  from the  Borrower of  principal,

     interest,  fees,  commissions,  dividends  or  other  amounts  or  property

     deriving  from the  Transferred  Assets,  excluding,  however,  the Partial

     Repayment Amount;



                                      -2-

<PAGE>



     "Dollars" means the lawful currency of the United States of America for the

     time being;



     "Equity Transaction Completion Date" means the earlier of:



     (i) the date which is six (6) months after the date of this Agreement;  and



     (ii) the date on which  the  Buyer  has  acquired  and owns  shares  in the

          Borrower comprising 50% or more of the voting shares of the Borrower;



     "Facility  Agent" means Shell  Capital  Services  Limited or any  successor

     Facility Agent appointed in accordance with the Loan Agreement from time to

     time;



     "Finance  Documents"  shall have the  meaning  given to such term under the



     Loan Agreement;



     "Governmental Authority" means any international, national, regional, local

     or   other   governmental   or   quasi-governmental    agency,   authority,

     administration or regulatory body, arbitrator, court or other tribunal;



     "Guernsey  Liquidation"  means the  winding-up  proceedings  pending in the

     Royal Court of Guernsey (Ordinary  Division) between Shell Capital Services

     Limited as applicant  and Central  Asian  Petroleum  (Guernsey)  Limited as

     debtor;



     "Insolvency Proceedings" means receivership,  administrative  receivership,

     administration,  liquidation (including provisional liquidation), corporate

     voluntary arrangements, winding-up, dissolution or any insolvency procedure

     or any other procedure under any law of any  jurisdiction  of, or having, a

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